D R A F T

FOR DISCUSSION ONLY

HARMONIZED UNIFORM BUSINESS ORGANIZATIONS CODE

(Amendments to Business Organizations Act)

___________________________________________________

NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS

___________________________________________________

AMERICAN BAR ASSOCIATION ___________________________________________________

For Final Review by Drafting Committee on Harmonization of Business Entity Acts

Without Comments, but with Reporters’ Notes

Strike and Score Version

Copyright © 2007, 2008, 2009, 2011 Jointly By

NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS

and AMERICAN BAR ASSOCIATION

______________________________________________________________________________ The ideas and conclusions set forth in this draft, including the proposed statutory language and any comments or reporter=s notes, have not been passed upon by the National Conference of Commissioners on Uniform State Laws or the Drafting Committee. They do not necessarily reflect the views of the Conference and its Commissioners and the Drafting Committee and its Members and Reporter. Proposed statutory language may not be used to ascertain the intent or meaning of any promulgated final statutory proposal.

May 17, 2011

DRAFTING COMMITTEE ON HARMONIZATION OF BUSINESS ENTITY ACTS The Committee appointed by and representing the National Conference of Commissioners on Uniform State Laws in preparing this Act consists of the following individuals:

HARRY J. HAYNSWORTH, 2200 IDS Center, 80 S. 8th St., Minneapolis, MN 55402, Chair WILLIAM H. CLARK, JR., One Logan Square, 18th and Cherry Sts., Philadelphia, PA 19103-

6996, Vice-Chair ANN E. CONAWAY, Widener University School of Law, 4601 Concord Pike, Wilmington, DE

19803 THOMAS E. GEU, University of South Dakota School of Law, 414 Clark St., Suite 214,

Vermillion, SD 57069-2390 DALE G. HIGER, 1302 Warm Springs Ave., Boise, ID 83712 JAMES C. MCKAY, JR., Office of the Attorney General for the District of Columbia, 441

Fourth St. NW, 6th Floor S., Washington, DC 20001 MARILYN E. PHELAN, 306 Peninsula Ct., Granbury, TX 76048 WILLIAM J. QUINLAN, Two First National Plaza, 20 S. Clark St., Suite 2900, Chicago, IL

60603 KEVIN P. SUMIDA, 735 Bishop St., Suite 411, Honolulu, HI 96813 JUSTIN L. VIGDOR, 2400 Chase Sq., Rochester, NY 14604 DAVID S. WALKER, Drake University Law School, 2507 University Ave., Des Moines, IA

50311 CARTER G. BISHOP, Suffolk University Law School, 120 Tremont St., Boston, MA 02108-

4977, Co-Reporter DANIEL S. KLEINBERGER, William Mitchell College of Law, 875 Summit Ave., St. Paul,

MN 55105, Co-Reporter

EX OFFICIO ROBERT A. STEIN, University of Minnesota Law School, 229 19th Ave. S., Minneapolis, MN

55455, President MARILYN E. PHELAN, 306 Peninsula Ct., Granbury, TX 76048, Division Chair

AMERICAN BAR ASSOCIATION ADVISOR ROBERT R. KEATINGE, 555 17th St., Suite 3200, Denver, CO 80202-3979, ABA Advisor WILLIAM J. CALLISON, 3200 Wells Fargo Center, 1700 Lincoln St., Denver, CO 80203, ABA

Section Advisor ALLAN G. DONN, Wells Fargo Center, 440 Monticello Ave., Suite 2200, Norfolk, VA 23510-

2243, ABA Section Advisor WILLIAM S. FORSBERG, 150 S. Fifth St., Suite 2300, Minneapolis, MN 55402-4238, ABA

Section Advisor BARRY B. NEKRITZ, 8000 Willis Tower, 233 S. Wacker Dr., Chicago, IL 60606, ABA Section

Advisor JAMES J. WHEATON, 222 Central Park Ave., Suite 2000, Virginia Beach, VA 23462, ABA

Section Advisor

EXECUTIVE DIRECTOR JOHN A. SEBERT, 111 N. Wabash Ave., Suite 1010, Chicago, IL 60602, Executive Director

Copies of this Act may be obtained from:

NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS

111 N. Wabash Ave., Suite 1010 Chicago, Illinois 60602

312/450-6600 www.uniformlaws.org

HARMONIZED BUSINESS ORGANIZATIONS ACT

TABLE OF CONTENTS

Introductory Reporters’ Note .......................................................................................................... 1 

[ARTICLE] 1 

GENERAL PROVISIONS 

[PART] 1 

GENERAL PROVISIONS SECTION 1-101. SHORT TITLES ............................................................................................... 2 SECTION 1-102. DEFINITIONS ................................................................................................. 2 SECTION 1-103. APPLICABILITY OF [ARTICLE] ................................................................ 12 SECTION 1-104. DELIVERY OF RECORD ............................................................................. 12 SECTION 1-105. RULES AND PROCEDURES ....................................................................... 12 [SECTION 1-106. ENTITIES EXCLUSIONS ............................................................................ 13 

[PART] 2 

FILING SECTION 1-201. ENTITY FILING REQUIREMENTS ............................................................ 13 SECTION 1-202. FORMS ........................................................................................................... 14 SECTION 1-203. EFFECTIVE TIME AND DATE ................................................................... 15 SECTION 1-204. WITHDRAWAL OF FILED RECORD BEFORE EFFECTIVENESS ........ 15 SECTION 1-205. CORRECTING FILED RECORD ................................................................. 16 SECTION 1-206. DUTY OF [SECRETARY OF STATE] TO FILE; REVIEW OF REFUSAL

TO FILE. ........................................................................................................................... 17 SECTION 1-207. EVIDENTIARY EFFECT OF COPY OF FILED RECORD ........................ 18 SECTION 1-208. CERTIFICATE OF GOOD STANDING OR REGISTRATION .................. 18 SECTION 1-209. SIGNING CONSTITUTES AFFIRMATION OF ENTITY FILING ............. 20 SECTION 1-210. DELIVERY BY [SECRETARY OF STATE] ............................................... 20 SECTION 1-211. [ANNUAL] [BIENNIAL] REPORT FOR [SECRETARY OF STATE] ....... 20 [SECTION 1-212. FEES .............................................................................................................. 21 

[PART] 3 

NAME OF ENTITY SECTION 1-301. PERMITTED NAMES ................................................................................... 24 SECTION 1-302. NAME REQUIREMENTS FOR CERTAIN TYPES OF ENTITIES ............ 25 SECTION 1-303. RESERVATION OF NAME .......................................................................... 26 

SECTION 1-304. REGISTRATION OF NAME ........................................................................ 27 

[PART] 4 

REGISTERED AGENT OF ENTITY SECTION 1-401. DEFINITIONS ............................................................................................... 28 SECTION 1-402. ENTITIES REQUIRED TO DESIGNATE AND MAINTAIN REGISTERED

AGENT ............................................................................................................................. 30 SECTION 1-403. ADDRESSES IN FILINGS FILING .............................................................. 30 SECTION 1-404. APPOINTMENT DESIGNATION OF REGISTERED AGENT .................. 30 SECTION 1-405. LISTING OF COMMERCIAL REGISTERED AGENT ............................... 31 SECTION 1-406. TERMINATION OF LISTING OF COMMERCIAL REGISTERED

AGENT ............................................................................................................................. 32 SECTION 1-407. CHANGE OF REGISTERED AGENT BY ENTITY .................................... 33 SECTION 1-408. CHANGE OF NAME OR, ADDRESS, TYPE OF ENTITY, OR

JURISDICTION OF FORMATION BY NONCOMMERCIAL REGISTERED AGENT ............................................................................................................................. 34 

SECTION 1-409. CHANGE OF NAME, ADDRESS, TYPE OF ENTITY, OR JURISDICTION OF FORMATION BY COMMERCIAL REGISTERED AGENT. ................................. 35 

SECTION 1-410. RESIGNATION OF REGISTERED AGENT ............................................... 36 SECTION 1-411. APPOINTMENT DESIGNATION OF REGISTERED AGENT BY

NONQUALIFIED NONREGISTERED FOREIGN ENTITY OR NONFILING DOMESTIC ENTITY ....................................................................................................... 37 

SECTION 1-412. SERVICE OF PROCESS, NOTICE, OR DEMAND ON ENTITY. ............. 38 SECTION 1-413. DUTIES OF REGISTERED AGENT ............................................................ 39 SECTION 1-414. JURISDICTION AND VENUE ..................................................................... 40 

[PART] 5 

FOREIGN ENTITIES SECTION 1-501. GOVERNING LAW ...................................................................................... 40 SECTION 1-502. REGISTRATION TO DO BUSINESS IN THIS STATE .............................. 41 SECTION 1-503. FOREIGN REGISTRATION STATEMENT ................................................ 41 SECTION 1-504. AMENDMENT OF FOREIGN REGISTRATION STATEMENT ............... 42 SECTION 1-505. ACTIVITIES NOT CONSTITUTING DOING BUSINESS ......................... 43 SECTION 1-506. NONCOMPLYING NAME OF FOREIGN ENTITY ................................... 44 SECTION 1-507. WITHDRAWAL OF REGISTRATION OF REGISTERED FOREIGN

ENTITY ............................................................................................................................ 45 SECTION 1-508. WITHDRAWAL DEEMED ON CONVERSION TO DOMESTIC FILING

ENTITY OR DOMESTIC LIMITED LIABILITY PARTNERSHIP .............................. 45 SECTION 1-509. WITHDRAWAL ON DISSOLUTION OR CONVERSION TO NONFILING

ENTITY OTHER THAN LIMITED LIABILITY PARTNERSHIP ................................ 46 SECTION 1-510. TRANSFER OF REGISTRATION ................................................................ 47 

SECTION 1-511. TERMINATION OF REGISTRATION ........................................................ 48 [SECTION 1-512. ACTION BY [ATTORNEY GENERAL] .................................................... 50 

[PART] 6 

ADMINISTRATIVE DISSOLUTION SECTION 1-601. GROUNDS ..................................................................................................... 50 SECTION 1-602. PROCEDURE AND EFFECT ....................................................................... 50 SECTION 1-603. REINSTATEMENT ....................................................................................... 51 SECTION 1-604. JUDICIAL REVIEW OF DENIAL OF REINSTATEMENT ........................ 52 

[PART] 7 

MISCELLANEOUS PROVISIONS SECTION 1-701. RESERVATION OF POWER TO AMEND OR REPEAL ........................... 53 SECTION 1-702. SUPPLEMENTAL PRINCIPLES OF LAW.................................................. 53 SECTION 1-703. UNIFORMITY OR CONSISTENCY OF APPLICATION AND

CONSTRUCTION ............................................................................................................ 53 SECTION 1-704. SEVERABILITY CLAUSE. .............................................................................. 53 SECTION 1-704 1-705. RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND

NATIONAL COMMERCE ACT ..................................................................................... 53 SECTION 1-705 1-706. SAVINGS CLAUSE ............................................................................ 54 SECTION 1-706 1-707. EFFECTIVE DATE. ............................................................................ 54 

[ARTICLE] 2 

ENTITY TRANSACTIONS 

[ARTICLE] 3 

BUSINESS CORPORATIONS 

[ARTICLE] 4 

NONPROFIT CORPORATIONS 

[ARTICLE] 5 3 

GENERAL PARTNERSHIPS 

[ARTICLE] 6 4 

LIMITED PARTNERSHIPS 

[ARTICLE] 7 5 

LIMITED LIABILITY COMPANIES 

[ARTICLE] 8 6 

LIMITED COOPERATIVE ASSOCIATIONS 

[ARTICLE] 9 7 

UNINCORPORATED NONPROFIT ASSOCIATIONS 

[ARTICLE] 10 8 

STATUTORY TRUST ENTITIES 

[ARTICLE] 9 

BUSINESS CORPORATIONS 

[ARTICLE] 10 

NONPROFIT CORPORATIONS 

Introductory Reporters’ Note

The proposed revisions to the text of the act set forth in this document have been prepared as part of a project that has two purposes: (i) to harmonize the language of all of the unincorporated entity laws, and (ii) to revise the language of each of those acts in a manner that permits their integration into a single code of entity laws.

The Comments to the act have been omitted from this document to reduce its length.

Following the approval of the changes in this document by the Conference, the Comments will be restored with appropriate changes.

The harmonization process has involved the revision of the following acts, some of which

are referred to in the Reporters’ Notes by the abbreviations listed below: Business Organizations Act Model Entity Transactions Act (“META”) Model Registered Agents Act (“MORAA”) Uniform Partnership Act (1997) Uniform Limited Partnership Act (2001) Uniform Limited Liability Company Act (2006) Uniform Statutory Trust Entity Act Uniform Limited Cooperative Association Act Uniform Unincorporated Nonprofit Association Act (2008) Changes to the currently effective text of the act are shown by striking through text to be

deleted and underlining text to be added. Regular type is used to show changes that (i) adopt language from META or MORAA, (ii) are merely relocations of current language, or (iii) are corrections for the sake of internal consistency within the act. Changes that adopt language from other unincorporated entity laws are shown in italics. CHANGES THAT DO NOT HAVE A SOURCE IN ONE OF THE EXISTING UNINCORPORATED ENTITY LAWS ARE SHOWN IN SMALL CAPS. The changes shown in SMALL CAPS made in this act are replicated in other acts as a matter of harmonization and are shown in those acts in regular type.

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HARMONIZED UNIFORM BUSINESS ORGANIZATIONS ACT CODE 1 2 3

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[ARTICLE] 1

GENERAL PROVISIONS

[PART] 1

GENERAL PROVISIONS

SECTION 1-101. SHORT TITLES.

8 (a) This [act] may be cited as the Uniform Business Organizations Act Code.

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(b) This [article] may be cited as the Uniform Business Organizations Act Code - General

Provisions.

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(c) [Part] 4 may be cited as the Model Registered Agents Act.

SECTION 1-102. DEFINITIONS. In this [act], except as otherwise provided in

definitions of the same terms in other articles of this [act]:

(1) “[Annual] [Biennial] report” means the report required by Section 1-211.

(2) “Business corporation” means a domestic business corporation incorporated under or

subject to [Article] 3 or a foreign business corporation.

17 (3) “BUSINESS TRUST” MEANS A TRUST FORMED UNDER THE STATUTORY LAW OF ANOTHER

18 STATE WHICH IS NOT A FOREIGN STATUTORY TRUST AND DOES NOT HAVE A PREDOMINATELY

19 DONATIVE PURPOSE.

(3) (4) “Commercial registered agent” means a person listed under Section 1-405. 20

21 (5) “COMMON-LAW BUSINESS TRUST” MEANS A COMMON-LAW TRUST THAT DOES NOT

22 HAVE A PREDOMINATELY DONATIVE PURPOSE.

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(4) (6) “Debtor in bankruptcy” means a person that is the subject of:

(A) an order for relief under Title 11 of the United States Code or a comparable

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order under a successor statute of general application; or

(B) a comparable order under federal, state, or foreign law governing insolvency.

(7) “DISTRIBUTIONAL INTEREST” MEANS THE RIGHT UNDER AN UNINCORPORATED ENTITY’S 3

4 ORGANIC LAW AND ORGANIC RULES TO RECEIVE DISTRIBUTIONS FROM THE ENTITY.

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(5) (8) “Domestic”, with respect to an entity, means governed as to its internal affairs by

the law of this state.

(6) (9) “Effective date”, when referring to a record filed by the [Secretary of State],

means the time and date determined in accordance with Section 1-203.

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(7) (10) “Entity”:

(A) means:

(i) a business corporation;

(ii) a nonprofit corporation;

13 (iii) a general partnership, INCLUDING A LIMITED LIABILITY PARTNERSHIP;

14 (iv) a limited partnership, INCLUDING A LIMITED LIABILITY LIMITED

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PARTNERSHIP;

(v) a limited liability company;

[(vi) a general cooperative association;]

(vii) a limited cooperative association;

(viii) an unincorporated nonprofit association;

(ix) a statutory trust, business trust, or common-law business trust; or

(x) any other person that has a legal existence separate from any interest

holder of that person or that has the power to acquire an interest in real property in its own name;

and

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(B) does not include:

(i) an individual;

(ii) a testamentary, OR inter vivos, TRUST WITH A PREDOMINATELY 3

4 DONATIVE PURPOSE or A charitable trust, EXCEPT A STATUTORY TRUST, BUSINESS TRUST, OR

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COMMON-LAW BUSINESS TRUST;

(iii) an association or relationship that is not a partnership solely by reason

of [Section 202(c) of the Revised Uniform Partnership Act] [Section 7 of the Uniform

Partnership Act] or a similar provision of the law of another jurisdiction;

(iv) a decedent’s estate; [or]

(v) a government or a governmental subdivision, agency, or

instrumentality [; or]

[(vi) an entity a person excluded under Section 1-106]. 12

13 (8) (11) “Entity filing” means a record delivered for filing to the [Secretary of State] for

14 filing pursuant to this [act].

(9) (12) “Filed record” means a record filed by the [Secretary of State] pursuant to this

[article]

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[act]. 16

(10) (13) “Filing entity” means an entity THAT IS FORMED BY WHOSE FORMATION 17

18 REQUIRES THE filing OF a public organic record. THE TERM DOES NOT INCLUDE A LIMITED

19 LIABILITY PARTNERSHIP.

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(11) (14) “Foreign”, with respect to an entity, means governed as to its internal affairs by

the law of a jurisdiction other than this state.

[(12) (15) “General cooperative association” means a domestic general cooperative

association formed under or subject to [cite statute of this state under which an incorporated

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1 cooperative association is formed] or a foreign general cooperative association.]

(13) (16) “General partnership” means a domestic general partnership formed under or

subject to [Article] 5 or a foreign general partnership. The term includes a limited liability

partnership.

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(14) (17) “Governance interest” means a right under the organic law or organic rules of

an unincorporated entity, other than as a governor, agent, assignee, or proxy, to:

(A) receive or demand access to information concerning, or the books and records

of, the entity;

(B) vote for the election of the governors of the entity; or

(C) receive notice of or vote on ISSUES AN ISSUE involving the internal affairs of

the entity.

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(15) (18) “Governor” means:

(A) a director of a business corporation;

(B) a director or trustee of a nonprofit corporation;

(C) a general partner of a general partnership;

(D) a general partner of a limited partnership;

(E) a manager of a manager-managed limited liability company;

(F) a member of a member-managed limited liability company;

[(G) a director of a general cooperative association;]

(H) a director of a limited cooperative association;

(I) a manager of an unincorporated nonprofit association;

(J) a trustee of a statutory trust, business trust, or common-law business trust; or

23 (K) any other person under whose authority the powers of an entity are exercised

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and under whose direction the BUSINESS ACTIVITIES and affairs of the entity are managed

pursuant to the entity’s

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organic law and organic rules of the entity. 2

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(16) (19) “Interest” means:

(A) a share in a business corporation;

(B) a membership in a nonprofit corporation;

(C) a partnership interest in a general partnership;

(D) a partnership interest in a limited partnership;

(E) a membership interest in a limited liability company;

[(F) a share in a general cooperative association;]

(G) a member’s interest in a limited cooperative association;

(H) a membership in an unincorporated nonprofit association;

(I) a beneficial interest in a statutory trust, business trust, or common-law business

trust; or

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(J) a governance interest or transferable distributional interest in any other type of

unincorporated entity.

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(17) (20) “Interest holder” means:

(A) a shareholder of a business corporation;

(B) a member of a nonprofit corporation;

(C) a general partner of a general partnership;

(D) a general partner of a limited partnership;

(E) a limited partner of a limited partnership;

(F) a member of a limited liability company;

[(G) a shareholder of a general cooperative association;]

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(H) a member of a limited cooperative association;

(I) a member of an unincorporated nonprofit association;

(J) a beneficiary or beneficial owner of a statutory trust, business trust, or

common-law business trust; or

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5 (K) any other direct holder of an interest.

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(18) (21) “Jurisdiction”, used to refer to a political entity, means the United States, a

state, a foreign country, or a political subdivision of a foreign country.

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(19) (22) “Jurisdiction of formation” means the jurisdiction whose law includes the

organic law of an entity.

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(20) (23) “Limited cooperative association” means a domestic limited cooperative

association formed under or subject to [Article] 8 or a foreign limited cooperative association.

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(21) (24) “Limited liability company” means a domestic limited liability company

formed under or subject to [Article] 7 or a foreign limited liability company.

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(22) (25) “Limited liability limited partnership” means a domestic limited liability limited

partnership formed under or subject to [Article] 6 or a foreign limited liability limited

partnership.

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(23) (26) “Limited liability partnership” means a domestic limited liability partnership

registered under or subject to [Article] 5 or a foreign limited liability partnership.

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(24) (27) “Limited partnership” means a domestic limited partnership formed under or

subject to [Article] 6 or a foreign limited partnership. The term includes a limited liability limited

partnership.

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(25) (28) “Noncommercial registered agent” means a person that is not a commercial

registered agent and is:

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(A) an individual or domestic or foreign entity that serves in this state as the 1

REGISTERED agent FOR SERVICE OF PROCESS of an entity; or 2

(B) an individual who holds the office or other position in an entity WHO WHICH is

designated as the

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REGISTERED agent FOR SERVICE OF PROCESS pursuant to Section 1-404(a)(2)(B). 4

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(26) (29) “Nonfiling entity” means an entity that is formed other than by filing a public

organic record.

(27) (30) “Nonprofit corporation” means a domestic nonprofit corporation incorporated

under or subject to [Article] 4 or a foreign nonprofit corporation.

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9 (31) “Nonregistered foreign entity” means a foreign entity that is not registered to do

10 business in this state pursuant to a statement of registration filed by the [Secretary of State].

11 (28) (32) “Organic law” means the law of an entity’s jurisdiction of formation which

12 governs governing the internal affairs of the entity.

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(29) (33) “Organic rules” means the public organic record and private organic rules of an

entity.

(30) (34) “Person” means an individual, business corporation, nonprofit corporation,

partnership, limited partnership, limited liability company, [general cooperative association,]

limited cooperative association, unincorporated nonprofit association, statutory trust, business

trust, or

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common-law business trust, estate, trust, association, joint venture, public corporation,

government or governmental subdivision, agency, or instrumentality, or any other legal or

commercial entity.

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(31) (35) “Principal office” means the PRINCIPAL EXECUTIVE office OF AN ENTITY, 21

WHETHER OR NOT THE OFFICE IS LOCATED in OR OUTSIDE this state, DESIGNATED BY A FILING 22

23 ENTITY AS ITS PRINCIPAL OFFICE IN THE MOST RECENT FILED RECORD THAT CONTAINS THAT

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1 DESIGNATION.

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(32) (36) “Private organic rules” means the rules, whether or not in a record, that govern

the internal affairs of an entity, are binding on all of its interest holders, and are not part of its

public organic record, if any. The term includes:

(A) the bylaws of a business corporation;

(B) the bylaws of a nonprofit corporation;

(C) the partnership agreement of a general partnership;

(D) the partnership agreement of a limited partnership;

(E) the operating agreement of a limited liability company;

[(F) the bylaws of a general cooperative association;]

(G) the bylaws of a limited cooperative association;

(H) the governing principles of an unincorporated nonprofit association; and

(I) the governing trust instrument of a statutory trust, OR SIMILAR RULES OF A

business trust,

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or common-law business trust. 14

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(33) (37) “Proceeding” includes a civil action, arbitration, mediation, administrative

proceeding, criminal prosecution, and investigatory action.

(34) (38) “Property” means all property, WHETHER real, personal, or mixed, or tangible or

intangible, or any

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RIGHT OR interest therein. 18

(35) (39) “Public organic record” means the record the PUBLIC filing of which BY THE 19

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[SECRETARY OF STATE] IS REQUIRED TO FORM FORMS an entity and any amendment TO or

restatement of that record. The term includes:

(A) the articles of incorporation of a business corporation;

(B) the articles of incorporation of a nonprofit corporation;

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(C) the certificate of limited partnership of a limited partnership;

(D) the certificate of organization of a limited liability company;

[(E) the articles of incorporation of a general cooperative association;]

(F) the articles of organization of a limited cooperative association; and

(G) the certificate of trust of a statutory trust, OR SIMILAR RECORD OF A business

trust,

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OR COMMON-LAW BUSINESS TRUST. 6

7 (36) “QUALIFIED FOREIGN ENTITY” MEANS A FOREIGN ENTITY THAT IS AUTHORIZED TO DO

8 BUSINESS IN THIS STATE PURSUANT TO A STATEMENT OF REGISTRATION FILED BY THE [SECRETARY

9 OF STATE].

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(37) (40) “Receipt”, as used in this [article], means actual receipt. “Receive” has a

corresponding meaning.

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(38) (41) “Record”, used as a noun, means information that is inscribed on a tangible

medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

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(39) (42) “Registered agent” means an agent of an entity which is authorized to receive

service of any process, notice, or demand required or permitted by law to be served on the entity.

The term includes a commercial registered agent and a noncommercial registered agent.

17 (43) “REGISTERED FOREIGN ENTITY” MEANS A FOREIGN ENTITY THAT IS REGISTERED TO DO

18 BUSINESS IN THIS STATE PURSUANT TO A STATEMENT OF REGISTRATION FILED BY THE [SECRETARY

19 OF STATE].

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(40) (44) “Sign” means, with present intent to authenticate or adopt a record:

(A) to execute or adopt a tangible symbol; or

(B) to attach to or logically associate with the record an electronic symbol, sound,

or process.

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(41) (45) “State” means a state of the United States, the District of Columbia, Puerto

Rico, the United States Virgin Islands, or any territory or insular possession subject to the

jurisdiction of the United States.

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(42) (46) “Statutory trust” means a domestic statutory trust formed under or subject to

[Article] 10

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8 or a FOREIGN STATUTORY trust FORMED UNDER THE STATUTORY LAW OF A 5

6 JURISDICTION OTHER THAN THIS STATE WHICH WOULD BE A STATUTORY TRUST IF FORMED UNDER

7 THE LAW OF THIS STATE.

8 (43) (47) “Transfer” includes:

9 (A) an assignment,;

10 (B) A conveyance,;

11 (C) A sale,;

12 (D) A lease, MORTGAGE, AND;

13 (E) AN encumbrance, INCLUDING A MORTGAGE OR SECURITY INTEREST;

14 (F) A GIFT; AND

15 (G) A TRANSFER BY OPERATION OF LAW.

16 (44) “TRANSFERABLE INTEREST” MEANS THE RIGHT UNDER AN UNINCORPORATED ENTITY’S

17 ORGANIC LAW TO RECEIVE DISTRIBUTIONS FROM THE ENTITY.

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(45) (48) “Type of entity” means a generic form of entity:

(A) recognized at common law; or

(B) formed under an organic law, whether or not some entities formed under that

organic law are subject to provisions of that law that create different categories of the form of

entity.

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(46) (49) “Unincorporated nonprofit association” means a domestic unincorporated 23

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nonprofit association formed under or subject to [Article] 9 or a FOREIGN UNINCORPORATED

nonprofit association

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FORMED UNDER THE LAW OF A JURISDICTION OTHER THAN THIS STATE WHICH 2

WOULD BE AN UNINCORPORATED NONPROFIT ASSOCIATION IF FORMED UNDER THE LAW OF THIS

STATE

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5 (50) “WRITTEN” MEANS INSCRIBED ON A TANGIBLE MEDIUM. “WRITING” HAS A

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CORRESPONDING MEANING.

Reporters’ Note

Substitution of “distributional interest” for “transferable interest” made for purposes of clarity. The term is intended to be broader than a transferable interest. “Entity.” The changes in paragraph (B)(ii) are based on the conceptual framework developed in USTEA to differentiate statutory and business trusts from other types of trusts. “Entity” changed to “person” in paragraph (B)(vi) to reflect the scope of Section 1-106. “Noncommercial registered agent.” References to an “agent for service of process” have been changed to “registered agent” throughout the acts because an agent may also receive notices and demands under the organic law of a represented entity. “Unincorporated nonprofit association.” The changes are intended to make clear that a foreign unincorporated nonprofit association does not include a nonprofit limited liability company, nonprofit limited liability partnership, or nonprofit statutory business trust.

SECTION 1-103. APPLICABILITY OF [ARTICLE]. This [article] applies to an

entity formed under or subject to this [act].

SECTION 1-104. DELIVERY OF RECORD.

(a) Except as otherwise provided in this [act], permissible means of delivery of a record

include delivery by hand, MAIL BY the United States Postal Service, commercial delivery 26

SERVICE, and electronic transmission. 27

28

29

(b) Delivery to the [Secretary of State] is effective only when the a record is received by

the [Secretary of State].

SECTION 1-105. RULES AND PROCEDURES. The [Secretary of State] may: 30

12

(1) adopt rules TO ADMINISTER THIS [ACT] in accordance with [this state’s administrative

procedure act]

1

; and 2

(2) MAY prescribe procedures NOT REQUIRED TO BE ADOPTED AS RULES WHICH THAT are

reasonably necessary to perform the duties required of the [Secretary of State] under this [act]

3

4

AND ARE NOT REQUIRED BY [THIS STATE’S ADMINISTRATIVE PROCEDURE ACT] TO BE ADOPTED AS 5

6 RULES.

[SECTION 1-106. ENTITIES EXCLUSIONS. This [act] does not apply to the 7

8

9

10

11

12

13

14

following entities:

(1) ___________________;

(2) ___________________;

(3) ___________________.]

[PART] 2

FILING

SECTION 1-201. ENTITY FILING REQUIREMENTS.

(a) To be filed by the [Secretary of State] pursuant to this [ARTICLE ACT], an entity filing

must be received by the [Secretary of State]

15

, and must comply with this [act], and satisfy the

following:

16

17

18

19

(1) The entity filing must be required or permitted by this [act].

(2) The entity filing must be physically delivered in written form unless and to the

extent the [Secretary of State] permits electronic delivery of entity filings IN OTHER THAN 20

21

22

23

WRITTEN FORM.

(3) The words in the entity filing must be in English, and numbers must be in

Arabic or Roman numerals, but the name of the entity need not be in English if written in

13

1 English letters or Arabic or Roman numerals.

(4) The entity filing must be signed by AN INDIVIDUAL OR ON BEHALF OF A PERSON

authorized

2

OR REQUIRED under this [act] to sign the filing. 3

(5) The entity filing must state the name and capacity, if any, of THE EACH

individual who signed it

4

, EITHER ON THE INDIVIDUAL’S OWN BEHALF OR ON BEHALF OF THE 5

6

7

8

9

PERSON AUTHORIZED OR REQUIRED TO SIGN THE FILING, but need not contain a seal, attestation,

acknowledgment, or verification.

(b) If law other than this [act] prohibits the disclosure by the [Secretary of State] of

information contained in an entity filing, the [Secretary of State] shall accept the filing if the

filing otherwise complies with this SECTION [ACT] but may redact the information. 10

11 (c) When an entity filing is delivered to the [Secretary of State] for filing, any fee

required under this [article] and any fee, tax, INTEREST, or penalty required to be paid under this

[article] or law other than this [act] must be paid in a manner permitted by the [Secretary of

State] or by that law.

12

13

14

15

16

17

18 19 20 21 22 23 24 25

26

27

(d) The [Secretary of State] may require that an entity filing delivered in written form be

accompanied by an identical or conformed copy.

Reporters’ Note

Changes to subsection (a)(4) and (5) reflect the fact that entity filings may be signed by persons who are not individuals (e.g., a certificate of limited partnership signed by a general partner that is a limited liability company). Where an entity filing is signed by an entity, the name and address of the individual signing on behalf of the entity is required (e.g., the name and address of the individual signing on behalf of the limited liability company that is the general partner signing a certificate of limited partnership). SECTION 1-202. FORMS.

(a) The [Secretary of State] may provide forms for entity filings required or permitted to

be made by this [act], but, except as otherwise provided in subsection (b), their use is not

14

1

2

3

4

required.

(b) The [Secretary of State] may require that a cover sheet for an entity filing and [an

annual] [a biennial] report be on forms prescribed by the [Secretary of State].

SECTION 1-203. EFFECTIVE TIME AND DATE. Except as otherwise provided in

SECTION 1-204 THIS [ACT] and subject to Section 1-205(c)(d), an entity filing is effective: 5

6

7

8

9

10

11

12

(1) on the date and at the time of its filing by the [Secretary of State] as provided in

Section 1-206;

(2) on the date of filing and at the time specified in the entity filing as its effective time, if

later than the time under paragraph (1);

(3) if permitted by this [act], at a specified delayed effective time and date, which may

not be more than 90 days after the date of filing; or

(4) if a delayed effective date as permitted by this [act] is specified, but no time is

specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date 13

14

15

16

of filing.

SECTION 1-204. WITHDRAWAL OF FILED RECORD BEFORE

EFFECTIVENESS.

(a) The parties to a filed record may withdraw the record Except as otherwise provided 17

in this [act], a record delivered to the [Secretary of State] for filing may be withdrawn before it

takes effect

18

by delivering to the [Secretary of State] for filing a statement of withdrawal. 19

(b) To withdraw a filed record, the parties to the record must deliver to the [Secretary of 20

State] for filing a statement of withdrawal. 21

(c) (b) A statement of withdrawal must: 22

23 (1) EXCEPT AS OTHERWISE AGREED BY THE PARTIES, be signed ON BEHALF OF BY

15

each PARTY PERSON that signed the FILED record being withdrawn, EXCEPT AS OTHERWISE 1

2 AGREED BY THOSE PERSONS;

(2) identify the FILED record to be withdrawn, THE DATE OF ITS FILING, AND THE

PARTIES TO IT

3

; and 4

5 (3) if filed signed by fewer than all PARTIES THE PERSONS THAT SIGNED THE

RECORD BEING WITHDRAWN, state that the FILED record HAS BEEN IS withdrawn in accordance

with the agreement of

6

ALL the PARTIES PERSONS THAT SIGNED THE RECORD. 7

8

9

10

11

12

(d) (c) On THE DELIVERY FOR filing TO BY the [Secretary of State] of a statement of

withdrawal, the action or transaction evidenced by the original filed record does not take effect.

SECTION 1-205. CORRECTING FILED RECORD.

(a) A person on whose behalf a filed record was delivered to the [Secretary of State] for

filing may correct the record if:

13

14

15

16

(1) the record at the time of filing CONTAINED AN INACCURACY WAS INACCURATE;

(2) the record was defectively signed; or

(3) the electronic transmission of the record to the [Secretary of State] was

defective.

17 (b) To correct a filed record, THE PARTIES TO THE RECORD MUST DELIVER A PERSON ON

18 WHOSE BEHALF THE RECORD WAS DELIVERED to the [Secretary of State] MUST DELIVER TO THE

[SECRETARY OF STATE] FOR FILING a statement of correction. 19

20

21

(c) A statement of correction:

(1) may not state a delayed effective date;

22 (2) must be signed on behalf of by the person correcting the filed record;

23 (3) must identify the filed record to be corrected OR HAVE ATTACHED A COPY AND

16

1

2

3

4

5

6

7

8

9

STATE THE DATE OF ITS FILING;

(4) must specify the inaccuracy or defect to be corrected; and

(5) must correct the inaccuracy or defect.

(d) A statement of correction is effective as of the effective date of the filed record that it

corrects except as to persons relying on the uncorrected filed record and adversely affected by

the correction. As to those persons, the statement of correction is effective when filed.

SECTION 1-206. DUTY OF [SECRETARY OF STATE] TO FILE; REVIEW OF

REFUSAL TO FILE.

(a) The [Secretary of State] shall file an entity filing delivered to the [Secretary of State]

for filing which satisfies SECTION 1-201 THIS [ACT]. The duty of the [Secretary of State] under

this section is ministerial.

10

11

12 (b) When the [Secretary of State] files an entity filing, the [Secretary of State] shall

record it as filed on the date and at the time of its delivery. After filing an entity filing, the

[Secretary of State] shall deliver to the DOMESTIC OR FOREIGN

13

ENTITY OR ITS REPRESENTATIVE 14

PERSON THAT SUBMITTED THE FILING a copy of the filing with an acknowledgment of the date and

time of filing.

15

16

17 (c) If the [Secretary of State] refuses to file an entity filing, the [Secretary of State], not

18 later than [15] business days after the filing is delivered, shall:

(1) return the entity filing or notify the person that submitted the filing not later 19

20 than [15] business days after the filing is delivered of the refusal; and

21

22

23

(2) , together with provide a brief explanation in a record of the reason for the

refusal.

(d) If the [Secretary of State] refuses to file an entity filing, the person that submitted the

17

filing may SEEK REVIEW OF THE REFUSAL BY THE [APPROPRIATE COURT] UNDER THE FOLLOWING 1

2 PROCEDURES: (1) THE REVIEW PROCEEDING IS COMMENCED BY PETITIONING PETITION the [THE

APPROPRIATE court] to compel filing of the filing AND BY ATTACHING TO THE PETITION THE. THE

filing and the explanation of the [Secretary of State] of the refusal to file

3

MUST BE ATTACHED TO 4

5 THE PETITION. (2) The court may SUMMARILY ORDER THE [SECRETARY OF STATE] TO FILE THE

6 FILING OR TAKE OTHER ACTION THE COURT CONSIDERS APPROPRIATE DECIDE THE MATTER IN A

7 SUMMARY PROCEEDING. (3) THE FINAL DECISION OF THE COURT MAY BE APPEALED AS IN OTHER

8 CIVIL PROCEEDINGS.

9 (e) The filing of or refusal to file an entity filing does not: (1) AFFECT THE VALIDITY OR

10 INVALIDITY OF THE FILING IN WHOLE OR IN PART; (2) AFFECT THE CORRECTNESS OR

INCORRECTNESS OF INFORMATION CONTAINED IN THE FILING; OR (3) create a presumption that the

FILING IS VALID OR I

11

NVALID OR THAT information contained in the filing is correct or incorrect. 12

13

14

15

16

17

18

SECTION 1-207. EVIDENTIARY EFFECT OF COPY OF FILED RECORD. A

certification from the [Secretary of State] accompanying a copy of a filed record is conclusive

evidence that the copy is an accurate representation of the original record on file with the

[Secretary of State].

SECTION 1-208. CERTIFICATE OF GOOD STANDING OR REGISTRATION.

(a) On request of any person, the [Secretary of State] shall issue a certificate of good

standing for a domestic filing entity or a certificate of registration for a qualified registered

foreign entity.

19

20

21 (b) A certificate under subsection (a) must state:

22

23

(1) the domestic filing entity’s name or the qualified registered foreign entity’s

name used in this state;

18

(2) THAT THE IN THE CASE OF A domestic filing entity, IS FORMED UNDER THE LAW 1

2 OF THIS STATE THAT:

3 (A) ITS PUBLIC ORGANIC RECORD HAS BEEN FILED AND HAS TAKEN EFFECT;

4 (B) the date OF ITS FORMATION, THE PUBLIC ORGANIC RECORD BECAME

5 EFFECTIVE; and

(C) the period of ITS THE ENTITY’S duration if THE RECORDS OF THE 6

7 [SECRETARY OF STATE] REFLECT THAT ITS PERIOD OF DURATION IS less than perpetual, or;

8

9

(3) THAT THE QUALIFIED IN THE CASE OF A REGISTERED foreign entity, THAT IT is

registered to do business in this state;

10 (3) (4) that all fees, taxes, INTEREST, and penalties owed to this state BY THE

11

12

13

14

DOMESTIC OR FOREIGN ENTITY AND collected through the [Secretary of State] have been paid, if:

(A) payment is reflected in the records of the [Secretary of State]; and

(B) nonpayment affects the good standing or registration of the domestic

or foreign entity;

(4) (5) that the ENTITY’S most recent [annual] [biennial] report required by Section

1-211 has been delivered FOR FILING

15

to the [Secretary of State] FOR FILING; 16

(5) (6) that THE RECORDS OF THE [SECRETARY OF STATE] DO NOT REFLECT THAT

the entity has NOT

17

been dissolved; AND 18

(7) THAT A PROCEEDING IS NOT PENDING UNDER SECTION 1-602; AND 19

20 (6) (8) other facts REFLECTED IN THE RECORDS OF THE [SECRETARY OF STATE] of

21

22

23

record pertaining to the DOMESTIC OR FOREIGN entity with the [Secretary of State] which the

person requesting the certificate reasonably requests.

(c) Subject to any qualification stated in the certificate, a certificate issued by the

19

[Secretary of State] under subsection (a) may be relied upon as conclusive evidence THAT THE 1

2 DOMESTIC FILING ENTITY IS IN EXISTENCE OR THE QUALIFIED FOREIGN ENTITY IS REGISTERED TO

3 DO BUSINESS IN THIS STATE OF THE FACTS STATED IN THE CERTIFICATE.

SECTION 1-209. SIGNING CONSTITUTES AFFIRMATION OF ENTITY

FILING

4

. 5

6

7

(A) Signing an entity filing is an affirmation under the penalties of perjury that the facts

stated in the filing are true in all material respects.

8 (b) WHENEVER THIS [ACT] REQUIRES A PARTICULAR INDIVIDUAL TO SIGN AN ENTITY FILING

9 AND THE INDIVIDUAL IS DECEASED OR INCOMPETENT, THE FILING MAY BE SIGNED BY A PERSONAL

10

11

REPRESENTATIVE OF THE INDIVIDUAL IN THE PLACE OF THE DECEDENT OR INCOMPETENT.

SECTION 1-210. DELIVERY BY [SECRETARY OF STATE]. Except as otherwise

provided by Section 1-602 1-412 or by law other than this [act], the [Secretary of State] may

deliver any record to a person by delivering it to

12

: 13

14 (1) in person to the person that submitted it,;

15 (2) to the address of the person’s registered agent,;

16 (3) to the principal office address of the person,; or

(4) to another address the person provides to the [Secretary of State] for delivery. 17

18

19

SECTION 1-211. [ANNUAL] [BIENNIAL] REPORT FOR [SECRETARY OF

STATE].

20 (a) Each A domestic filing entity, DOMESTIC LIMITED LIABILITY PARTNERSHIP, OR and

qualified registered foreign entity shall deliver to the [Secretary of State] for filing [an annual] [a

biennial] report that sets forth

21

states: 22

23 (1) the name of the entity and its jurisdiction of formation;

20

(2) the name and street and mailing ADDRESS ADDRESSES of the entity’s registered

agent in this state;

1

2

3 (3) the street and mailing ADDRESS ADDRESSES of the entity’s principal office; and

4 (4) the NAMES OF GOVERNORS NAME OF AT LEAST ONE GOVERNOR.

(b) Information in the [an annual] [a biennial] report must be current as of the date the

report is signed on behalf of

5

by the entity. 6

7 (c) The first [annual] [biennial] report must be delivered to the [Secretary of State] after

[January 1] and before [April 1] of the year following the calendar year in which the public 8

9 organic record of the domestic filing entity was formed or became effective, the statement of

10

11

12

13

14

qualification of a domestic limited liability partnership became effective, or the foreign filing

entity registered to do business in this state. Subsequent [annual] [biennial] reports must be

delivered to the [Secretary of State] after [January 1] and before [April 1] of each [second]

calendar year thereafter.

(d) If [an annual] [a biennial] report does not contain the information required by this

[part] section, the [Secretary of State] promptly shall notify the reporting domestic or qualified 15

16 foreign entity in a record and return the report for correction.

(e) If [an annual] [a biennial] report contains the name or address of a registered agent 17

which differs from the information shown in the records of the [Secretary of State] immediately 18

before the [annual] [biennial] report becomes effective, the differing information in the [annual] 19

[biennial] report is considered a statement of change under Section 1-407. 20

21

22

23

[SECTION 1-212. FEES.

Alternative A

(a) The [Secretary of State] shall collect the following fees for copying and certifying the

21

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

copy of any filed record:

(1) $ [ ] per page for copying; and

(2) $ [ ] for the certification.

(b) The [Secretary of State] shall collect the following fees when an entity filing is

delivered for filing:

(1) Statement of merger, $ [ ].

(2) Statement of withdrawal of merger, $ [ ].

(3) Statement of interest exchange, $ [ ].

(4) Statement of withdrawal of interest exchange, $ [ ].

(5) Statement of conversion, $ [ ].

(6) Statement of withdrawal of conversion, $ [ ].

(7) Statement of domestication, $ [ ].

(8) Statement of withdrawal of domestication, $ [ ].

(9) [Annual] [Biennial] report, $ [ ].

(10) Articles of incorporation of a business corporation, $ [ ].

(11) Articles of incorporation of a nonprofit corporation, $ [ ].

(12) Statement of qualification of a limited liability partnership, $ [ ].

(13) Certificate of limited partnership of a limited partnership, $ [ ].

(14) Certificate of organization of a limited liability company, $ [ ].

[(15) Articles of incorporation of a general cooperative association, $ [ ].]

(16) Articles of organization of a limited cooperative association, $ [ ].

(17) Certificate of trust of a statutory trust, $ [ ].

(18) Other public organic document, $ [ ].

22

1

2

3

4

(19) Commercial-registered-agent listing statement, $ [ ].

(20) Commercial-registered-agent termination statement, $ [ ].

(21) Registered agent statement of change, $ [ ].

(22) Registered agent statement of resignation, no fee

5 (23) Statement appointing an designating a registered

agent for service of process, $ [ ]. 6

7

8

9

(24) Foreign entity registration statement, $ [ ].

(25) Amendment of foreign entity registration statement, $ [ ].

(26) Notice of cancellation of foreign entity registration statement, $ [ ].

10 (27) STATEMENT OF WITHDRAWAL, $ [ ].

11 (28) STATEMENT OF CORRECTION, $ [ ].

12

13

14

15

16

17

18

19

20

21

22

23

[( 27) (29) Other entity filings, $ [ ]. ]

(c) The withdrawal under Section 1-204 of a filed record before it is effective or the

correction of a filed record under Section 1-205 does not entitle the person on whose behalf the

record was filed to a refund of the filing fee.

Alternative B

(a) The [Secretary of State] shall adopt rules in accordance with [this state’s

administrative procedure act] setting fees for entity filings authorized to be delivered to the

[Secretary of State] for filing under this [act] and for copying and certifying a copy of any entity

filing under this [act].

(b) There is no fee for filing a registered agent’s statement of resignation.

(c) The withdrawal under Section 1-204 of a filed record before it is effective or the

correction of a filed record under Section 1-205 does not entitle the person on whose behalf the

23

1

2

3

4

5

record was filed to a refund of the filing fee.

End of Alternatives]

[PART] 3

NAME OF ENTITY

SECTION 1-301. PERMITTED NAMES.

(a) Except as otherwise provided in SUBSECTIONS (B) AND SUBSECTION (d), the name of a

domestic filing entity or domestic limited liability partnership, and the name under which a

foreign FILING

6

7

entity OR FOREIGN LIMITED LIABILITY PARTNERSHIP may register to do business in

this state, must be distinguishable on the records of the [Secretary of State] from any:

8

9

(1) name of ANOTHER A domestic filing entity or limited liability partnership; 10

(2) name of a foreign FILING entity OR FOREIGN LIMITED LIABILITY PARTNERSHIP

THAT

11

IS registered to do business in this state under [Part] 5; 12

13 (3) name THAT IS reserved under Section 1-303;

14

15

(4) name THAT IS registered under Section 1-304; or

(5) assumed name registered under [this state’s assumed name statute].

16 (b) SUBSECTION (A) DOES NOT APPLY IF THE OTHER ENTITY OR THE PERSON FOR WHICH THE

NAME IS RESERVED OR REGISTERED IF AN ENTITY consents in a record to the use of THE ITS name

and submits an undertaking in a form satisfactory to the [Secretary of State] to change its name

to a name that is distinguishable on the records of the [Secretary of State] from any name in any

category of names in subsection (a)

17

18

19

, THE NAME OF THE CONSENTING ENTITY MAY BE USED BY THE 20

21

22

23

PERSON TO WHICH THE CONSENT WAS GIVEN.

(c) Except as otherwise provided in subsection (d), in determining whether a name is the

same as or not distinguishable on the records of the [Secretary of State] from the name of another

24

entity, words, phrases, or abbreviations indicating the type of entity, such as “corporation”,

“corp.”, “incorporated”, “Inc.”, “professional corporation”, “PC”, “professional association”,

“PA”, “Limited”, “Ltd.”, “limited partnership”,

1

2

“LP”, “limited liability partnership”, “LLP”,

“registered limited liability partnership”, “RLLP”, “limited liability limited partnership”,

“LLLP”, “registered limited liability limited partnership”, “RLLLP”, “limited liability

company”, or “LLC”, may not be taken into account.

3

4

5

6

(d) THE HOLDER OF A NAME UNDER SUBSECTION (A) AN ENTITY may consent in a record to

the use of a name that is not distinguishable on the records of the [Secretary of State] from its

name except for the addition of a word, phrase, or abbreviation indicating the type of entity

DESCRIBED

7

8

9

AS PROVIDED in subsection (c). In such a case, the HOLDER ENTITY need not change

its name pursuant to subsection (b).

10

11

12

13

14

15

16

17

18

(e) An entity name may not contain the words [insert prohibited words or words that may

be used only with approval by the appropriate state agency].

SECTION 1-302. NAME REQUIREMENTS FOR CERTAIN TYPES OF

ENTITIES.

(a) The name of a business corporation must contain the word "corporation”,

"incorporated”, “company”, or “limited”, or the abbreviation “Corp.”, “Inc.”, “Co.”, or “Ltd.”, or

words or abbreviations of similar import in another language.

(b) The name of a limited partnership may contain the name of any partner. IF THE THE

LIMITED

19

NAME OF A partnership THAT is not a limited liability limited partnership, THE NAME must

contain the PHRASE

20

WORDS “limited partnership” or the abbreviation “L.P.” or “LP” and may not

contain the PHRASE

21

WORDS “limited liability limited partnership” or “registered limited liability 22

LIMITED partnership” or the abbreviation “L.L.L.P.”, “LLLP”, “R.L.L.L.P.” or RLLLP”. If the 23

25

limited partnership is a limited liability limited partnership, the name must contain the PHRASE 1

WORDS “limited liability limited partnership” or the abbreviation “L.L.L.P.”, OR “LLLP”

“

2

R.L.L.L.P.”, OR “RLLLP” and may not contain the abbreviation “L.P.” or “LP”. 3

4 (c) The name of a limited liability partnership that is not a limited liability limited

5

6

7

8

9

10

11

12

13

14

15

16

partnership must contain the words “limited liability partnership” or “registered limited liability

partnership” or the abbreviation “L.L.P.”, “R.L.L.P.”, “LLP”, or “RLLP”.

(d) The name of a limited liability company must contain the words “limited liability

company” or “limited company” or the abbreviation “L.L.C.”, “LLC”, “L.C.”, or “LC”.

“Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”.

(e) The name of a limited cooperative association must contain the words “limited

cooperative association” or “limited cooperative” or the abbreviation “L.C.A.” or “LCA”.

“Limited” may be abbreviated as “Ltd.”. “Cooperative” may be abbreviated as “Co-op.”,

“Coop.”, “Co-op”, or “Coop”. “Association” may be abbreviated as “Assoc.”, “Assoc”, “Assn.”,

or “Assn”.

(f) The name of a statutory trust may contain the words “company”, “association”,

“club”, “foundation”, “fund”, “institute”, “society”, “union”, “syndicate”, “limited”, or “trust”,

or words or abbreviations of similar import, and may contain the name of a beneficial owner, a

trustee, or any other person.

17

18

19

20

21

22

23

[(g) Insert requirements for names of other types of entities that may be included in this

[act], such as general cooperative associations.]

SECTION 1-303. RESERVATION OF NAME.

(a) A person may reserve the exclusive use of an entity name by delivering an application

to the [Secretary of State] for filing. The application must state the name and address of the

26

applicant and the name PROPOSED to be reserved. If the [Secretary of State] finds that the entity

name APPLIED FOR

1

is available, the [Secretary of State] shall reserve the name for the applicant’s

exclusive use for a [120]

2

-day period [120] days. 3

4 (b) The owner of a reserved entity name may transfer the reservation to another person

THAT IS NOT AN INDIVIDUAL by delivering to the [Secretary of State] a signed notice in a record of

the transfer which states the name and address of the transferee.

5

6

7

8

SECTION 1-304. REGISTRATION OF NAME.

(a) A foreign filing entity or foreign limited liability partnership not registered to do

business in this state under [Part] 5 may register its name, or an alternate name REQUIRED BY 9

ADOPTED PURSUANT TO Section 1-506, if the name is distinguishable UPON ON the records of the

[Secretary of State] from the names that are not available under Section 1-301.

10

11

(b) To register its name or an alternate name REQUIRED BY ADOPTED PURSUANT TO

Section 1-506, a foreign filing entity or foreign limited liability partnership must deliver to the

[Secretary of State] for filing an application stating IT

12

13

’S THE ENTITY’S name, THE JURISDICTION 14

15 AND DATE OF ITS FORMATION, AND ANY ALTERNATE OR ITS name WITH ANY ADDITION REQUIRED

16

17

18

19

BY ADOPTED PURSUANT TO Section 1-506, AND THE JURISDICTION AND DATE OF ITS FORMATION.

If the [Secretary of State] finds that the name applied for is available, the [Secretary of State]

shall register the name for the applicant’s exclusive use.

(c) The registration of a name under this section is effective for [one year] after the date

of FILING REGISTRATION. 20

21

22

(d) A foreign filing entity or foreign limited liability partnership whose name registration

is effective may renew the registration for successive one-year periods by delivering, not earlier

than [three months] before the expiration of the registration YEAR, to the [Secretary of State] for 23

27

1

2

3

4

filing a renewal application that complies with this section. When filed, the renewal application

renews the registration for a succeeding one-year period.

(e) A foreign filing entity or foreign limited liability partnership whose name registration

is effective may register as a foreign filing entity or foreign limited liability partnership under the

registered name or consent in a signed record to the use of that name by: ANOTHER ENTITY. 5

(1) A DOMESTIC FILING ENTITY FORMED UNDER THIS [ACT]; 6

7 (2) A LIMITED LIABILITY PARTNERSHIP SUBJECT TO THIS [ACT]; OR

8 (3) ANOTHER FOREIGN FILING ENTITY OR FOREIGN LIMITED LIABILITY PARTNERSHIP

9

10

AUTHORIZED TO DO BUSINESS IN THIS STATE.

[PART] 4

REGISTERED AGENT OF ENTITY 11

12 SECTION 1-401. DEFINITIONS. In this [part]:

(1) “Appointment Designation of agent” means a statement appointing an designating a

registered

13

agent for service of process delivered to the [Secretary of State] for filing filed under:

14

(A) [SECTION 10 OF THE UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION 15

16 ACT]; OR

(B) Section 1-411 by a nonqualified nonregistered foreign entity or domestic

nonfiling entity.

17

18

19 (2) “Nonqualified Nonregistered foreign entity” means a foreign entity that is not a

20 qualified foreign entity registered to do business in this state pursuant to a statement of

21 registration filed by the [Secretary of State].

(3) “Nonresident limited liability partnership statement” means: 22

(A) a statement of qualification of a domestic limited liability partnership that 23

28

does not have an office in this state; or 1

(B) a statement of foreign qualification of a foreign limited liability partnership 2

that does not have an office in this state. 3

(4) (3) “Registered agent filing” means: 4

5 (A) the public organic record of a domestic filing entity;

(B) a nonresident limited liability partnership statement a statement of 6

qualification of a domestic limited liability partnership; 7

8 (C) a registration statement filed pursuant to Section 1-503; or

9 (D) an appointment a designation of a registered agent.

(5) (4) “Represented entity” means: 10

11 (A) a domestic filing entity;

(B) a domestic or qualified foreign limited liability partnership that does not have 12

an office in this state; 13

14 (C) a qualified registered foreign entity;

15 (D) a domestic or foreign unincorporated nonprofit association for which an

16 appointment a designation of an agent has been filed is in effect;

(E) a domestic nonfiling entity for which an appointment a designation of an

agent has been filed; or

17

18

19 (F) a nonqualified nonregistered foreign entity for which an appointment a

20

21

22 23 24

designation of an agent has been filed.

Reporters’ Note

“Nonresident limited liability partnership statement.” This definition has been deleted because harmonized UPA requires every domestic or registered foreign LLP to have a registered agent.

29

SECTION 1-402. ENTITIES REQUIRED TO DESIGNATE AND MAINTAIN

REGISTERED AGENT. The following shall designate and maintain a registered agent in this

state:

1

2

3

4 (1) a domestic filing entity;

(2) a domestic limited liability partnership that does not maintain a place of business in 5

this state; and 6

7 (3) a qualified registered foreign entity.

SECTION 1-403. ADDRESSES IN FILINGS FILING. If a provision of this [part]

other than Section 1-410(a)(4) requires that a record state an address, the record must state:

8

9

10

11

(1) a street address in this state; and

(2) a mailing address in this state, if different from the address described in paragraph (1).

SECTION 1-404. APPOINTMENT DESIGNATION OF REGISTERED AGENT. 12

13

14

15

16

17

(a) A registered agent filing must BE SIGNED BY THE ENTITY AND state:

(1) the name of the represented entity’s commercial registered agent; or

(2) if the entity does not have a commercial registered agent:

(A) the name and address of the entity’s noncommercial registered agent;

or

18 (B) if the entity designates an officer or employee to accept service of

process, the title of the an office or other position with the entity if service of process, notices,

and demands are to be sent to the individual holding that office or position,

19

and the address of

the business office of that person

20

individual. 21

(b) The appointment designation of a registered agent pursuant to subsection (a)(1) or

(2)(A) is an affirmation under Section 1

22

-209 of fact by the represented entity that the agent has 23

30

1

2

3

4

5

6

7

consented to serve.

(c) The [Secretary of State] shall make available in a record as soon as practicable a daily

list of filings that contain the name of a registered agent. The list must:

(1) be available for at least 14 calendar days;

(2) list in alphabetical order the names of the registered agents; and

(3) state the type of filing and name of the represented entity making the filing.

SECTION 1-405. LISTING OF COMMERCIAL REGISTERED AGENT.

(a) A person may become listed as a commercial registered agent by filing with 8

delivering to the [Secretary of State] for filing a commercial-registered-agent listing statement

signed by or on behalf of

9

the person which states: 10

11

12

13

14

15

(1) the name of the individual or the name of the entity, type of entity, and

jurisdiction of formation of the entity;

(2) that the person is in the business of serving as a commercial registered agent

in this state; and

(3) the address of a place of business of the person in this state to which service of

process and other notice and documents, notices, and demands being served on or sent to entities

represented by the person may be delivered.

16

17

18 (b) A commercial-registered-agent listing statement may include the information

regarding acceptance by the agent of service of process, notices, and demands in a form other

than a written record as provided FOR

19

in Section 1-412(d). 20

21

22

23

(c) If the name of a person filing delivering to the [Secretary of State] for filing a

commercial-registered-agent listing statement is not distinguishable on the records of the

[Secretary of State] from the name of another commercial registered agent listed under this

31

1

2

section, the person shall adopt a fictitious name that is distinguishable and use that name in its

statement and when it does business in this state as a commercial registered agent.

(d) A listing statement takes effect on filing by the [Secretary of State]. 3

(e) (d) The [Secretary of State] shall note the filing of THE A commercial-registered-agent

listing statement in the

4

[index of filings] [RECORDS] maintained by the [Secretary of State] for

each entity represented by the agent at the time of the filing. The statement has the effect of

5

6

AMENDING THE REGISTERED AGENT FILING FOR EACH OF THOSE ENTITIES TO: 7

8 (1) DESIGNATE THE PERSON BECOMING LISTED AS A COMMERCIAL REGISTERED

9 AGENT AS THE COMMERCIAL REGISTERED AGENT OF EACH OF THOSE ENTITIES; AND

10 (2) DELETING DELETE the address of the FORMER agent from the REGISTERED

11

12

13

14

15

AGENT filing of each of those entities.

SECTION 1-406. TERMINATION OF LISTING OF COMMERCIAL

REGISTERED AGENT.

(a) A commercial registered agent may terminate its listing as a commercial registered

agent by delivering to the [Secretary of State] for filing a commercial-registered-agent

termination statement signed by or on behalf of the agent which states: 16

17

18

19

20

21

22

23

(1) the name of the agent as listed under Section 1-405; and

(2) that the agent is no longer in the business of serving as a commercial

registered agent in this state.

(b) A commercial-registered-agent termination statement takes effect at 12:01 a.m. on the

31st day after the day on which it is delivered to the [Secretary of State] for filing.

(c) The commercial registered agent promptly shall furnish each entity represented by the

agent notice in a record of the filing of the commercial-registered-agent termination statement.

32

(d) When a commercial-registered-agent termination statement takes effect, the

commercial registered agent ceases to be an

1

the registered agent for service of process on each

entity formerly represented by it. Until an entity formerly represented by a terminated

commercial registered agent appoints

2

3

designates a new registered agent, service of process may

be made on the entity pursuant to Section 1-412. Termination of the listing of a commercial

registered agent under this section does not affect any contractual rights a represented entity has

against the agent or that the agent has against the entity.

4

5

6

7

8

9

SECTION 1-407. CHANGE OF REGISTERED AGENT BY ENTITY.

(a) A represented entity may change the information on file under Section 1-404(a) by

delivering to the [Secretary of State] for filing a statement of change signed on behalf of by the

entity which states:

10

11

12

13

14

15

16

(1) the name of the entity; and

(2) the information that is to be in effect as a result of the filing of the statement of

change.

(b) The interest holders or governors of a domestic entity need not approve the filing of:

(1) a statement of change under this section; or

17

18

(2) a similar filing changing the registered agent or registered office, IF ANY, of

the entity in any other jurisdiction.

(c) A statement of change under this section appointing designating a new registered

agent is an affirmation under Section 1

19

-209 of fact by the represented entity that the agent has

consented to serve.

20

21

(d) A statement of change under this section takes effect on delivery to the [Secretary of 22

23 State] for filing.

33

(e) (d) As an alternative to using the procedure in this section, a represented entity may

change the information on file under Section 1-404(a) by amending its most recent registered

agent filing in a manner provided by

1

2

the law of this state other than this [act] for amending the

filing.

3

4

SECTION 1-408. CHANGE OF NAME OR, ADDRESS, TYPE OF ENTITY, OR

JURISDICTION OF FORMATION

5

BY NONCOMMERCIAL REGISTERED AGENT. 6

(a) If a noncommercial registered agent changes its name or, its address in effect with

respect to a represented entity under Section 1-404(a),

7

its type of entity, or its jurisdiction of 8

formation, the agent shall deliver to the [Secretary of State] for filing, with respect to each entity

represented by the agent, a statement of change signed by or on behalf of

9

the agent which states: 10

11 (1) the name of the entity;

12 (2) the name and address of the agent in effect with respect to the entity;

13 (3) if the name of the agent has changed, the new name; and

14 (4) if the address of the agent has changed, the new address.; and

15 (5) if the agent is an entity:

16 (A) if the type of entity of the agent has changed, the new type of entity;

and 17

18 (B) if the jurisdiction of formation of the agent has changed, the new

jurisdiction of formation. 19

20 (b) A statement of change under this section takes effect on delivery to the [Secretary of

21 State] for filing.

(c) (b) A noncommercial registered agent promptly shall furnish the represented entity

with notice in a record of the delivery of

22

to the [Secretary of State] for filing of a statement of 23

34

1

2

3

4

5

change and the changes made in the statement.

SECTION 1-409. CHANGE OF NAME, ADDRESS, TYPE OF ENTITY, OR

JURISDICTION OF FORMATION BY COMMERCIAL REGISTERED AGENT.

(a) If a commercial registered agent changes its name, its address as listed under Section

1-405(a), its type of entity, or its jurisdiction of formation, the agent shall deliver to the

[Secretary of State] for filing a statement of change signed by or on behalf of the agent which

states:

6

7

8

9

10

(1) the name of the agent as listed under Section 1-405(a);

(2) if the name of the agent has changed, the new name;

(3) if the address of the agent has changed, the new address;

11 (4) IF THE AGENT IS AN ENTITY:

12

13

(A) if the type of entity OF THE AGENT has changed, the new type of entity;

and

14

15

(5) (B) if the jurisdiction of formation of the ENTITY AGENT has changed,

the new jurisdiction of formation.

16 (b) The DELIVERY TO THE FILING BY THE [Secretary of State] FOR FILING BY A

17

18

COMMERCIAL REGISTERED AGENT of a statement of change under subsection (a) is effective to

change the information regarding the agent with respect to each entity represented by the agent.

(c) A commercial registered agent promptly shall furnish TO each entity represented by it 19

A notice in a record of THE DELIVERY TO the FILING BY THE [Secretary of State] FOR FILING of a

statement of change relating to the name or address of the agent and the changes made in the

statement.

20

21

22

23 (d) If a commercial registered agent changes its address without delivering for filing a

35

1

2

3

4

statement of change as required by this section, the [Secretary of State] may cancel the listing of

the agent under Section 1-405. A cancellation under this subsection has the same effect as a

termination under Section 1-406. Promptly after canceling the listing of an agent, the [Secretary

of State] shall serve notice in a record in the manner provided in Section 1-412(b) or (c) on:

(1) each entity represented by the agent, stating that the agent has ceased to be an 5

the registered agent for service of process on the entity and that, until the entity appoints 6

designates a new registered agent, service of process may be made on the entity as provided in

Section 1-412; and

7

8

9

10

11

12

(2) the agent, stating that the listing of the agent has been canceled under this

section.

SECTION 1-410. RESIGNATION OF REGISTERED AGENT.

(a) A registered agent may resign as agent for a represented entity by delivering to the

[Secretary of State] for filing a statement of resignation signed by or on behalf of the agent

which states:

13

14

15

16

(1) the name of the entity;

(2) the name of the agent;

17

18

19

20

(3) that the agent resigns from serving as registered agent for service of process

for the entity; and

(4) the address of the entity to which the agent will send the notice required by

subsection (c).

21 (b) A statement of resignation takes effect on the earlier of:

(1) the 31st day after the day on which it is DELIVERED TO FILED BY the [Secretary

of State] FOR FILING

22

; or 23

36

(2) the appointment designation of a new registered agent for the represented

entity.

1

2

(c) A registered agent promptly shall furnish TO the represented entity notice in a record

of the date on which a statement of resignation was delivered to the [Secretary of State] for filing

3

4

filed. 5

6 (d) When a statement of resignation takes effect, the registered agent ceases to have

responsibility UNDER THIS [PART] for any matter THEREAFTER tendered to it as agent for the

represented entity. The resignation does not affect any contractual rights the entity has against

the agent or that the agent has against the entity.

7

8

9

10

11

(e) A registered agent may resign with respect to a represented entity whether or not the

entity is in good standing.

SECTION 1-411. APPOINTMENT DESIGNATION OF REGISTERED AGENT

BY NONQUALIFIED

12

NONREGISTERED FOREIGN ENTITY OR NONFILING

DOMESTIC ENTITY.

13

14

(a) A nonqualified nonregistered foreign entity or domestic nonfiling entity may deliver

to the [Secretary of State] for filing a statement appointing

15

designating a registered agent signed

on behalf of

16

by the entity which states: 17

18

19

(1) the name, type of entity, and jurisdiction of formation of the entity; and

(2) the information required by Section 1-404(a).

20 (b) A statement appointing a registered agent takes effect on filing by the [Secretary of

21

22

State] and under subsection (a) is effective for five years after the date of filing unless canceled

or terminated earlier.

(c) Appointment Designation of a registered agent under this section subsection (a) does 23

37

not qualify register a nonqualified nonregistered foreign entity to do business in this state. 1

(d) A statement appointing a registered agent under subsection (a) may not be rejected for

filing because the name of the entity filing

2

signing the statement is not distinguishable on the

records of the [Secretary of State] from the name of another entity appearing in those records.

The filing of such a statement does not make the name of the entity filing

3

4

signing the statement

unavailable for use by another entity.

5

6

7 (e) An entity that delivers to the [Secretary of State] for filing a statement under

subsection (a) appointing designating a registered agent may cancel the statement by delivering

to the [Secretary of State] for filing a statement of cancellation that states the name of the entity

and that the entity is canceling its appointment

8

9

designation of an a registered agent for service of 10

11 process in this state. The statement takes effect on filing by the [Secretary of State].

(f) A statement appointing a registered agent under subsection (a) for a nonqualified 12

nonregistered foreign entity terminates on the date the entity becomes a qualified registered

foreign entity.

13

14

15

16

17

18

SECTION 1-412. SERVICE OF PROCESS, NOTICE, OR DEMAND ON

ENTITY.

(a) A represented entity may be served with any process, notice, or demand required or

permitted by law by serving its registered agent.

19 (b) If AN A REPRESENTED entity THAT DELIVERED TO THE [SECRETARY OF STATE] FOR

FILING A REGISTERED-AGENT FILING NO LONGER HAS CEASES TO HAVE a registered agent, or if its

registered agent cannot with reasonable diligence be served, the entity may be served by

registered or certified mail, return receipt requested, or by similar commercial delivery service,

addressed to THE GOVERNORS

20

21

22

OF the entity BY NAME at ITS THE ENTITY’S principal office IN 23

38

ACCORDANCE WITH ANY APPLICABLE JUDICIAL RULES AND PROCEDURES. The NAMES OF THE

GOVERNORS

1

AND THE address of the principal office MAY MUST be as shown in the ENTITY’S most

recent [annual] [biennial] report filed WITH

2

BY the [Secretary of State]. Service is effected under

this subsection on the earliest of:

3

4

5

6

(1) the date the entity receives the mail or delivery by A SIMILAR THE commercial

delivery service;

(2) the date shown on the return receipt, if signed on behalf of by the entity; or 7

8

9

10

(3) five days after its deposit with the United States Postal Service, or SIMILAR

commercial delivery service, if correctly addressed and with sufficient postage or payment.

(c) If process, notice, or demand cannot be served on an entity pursuant to subsection (a)

or (b), service may be made by handing a copy to the MANAGER, CLERK, OR OTHER individual in

charge of any regular place of business or activity of the entity if the individual served is not a

plaintiff in the action.

11

12

13

14

15

16

17

18

19

20 21

(d) Service of process, notice, or demand on a registered agent must be in a written

record, but service may be made on a commercial registered agent in other forms, and subject to

such requirements, as the agent has stated in its listing under Section 1-405 that it will accept.

(e) Service of process, notice, or demand may be made by other means under law other

than this [act].

Reporters’ Note

Subsection (c) has been revised to track more closely the language of Fed. R. Civ. Proc. 4(h)(1).

SECTION 1-413. DUTIES OF REGISTERED AGENT. The only duties under this 22

[part] of a registered agent that has complied with this [part] are: 23

24 (1) to forward to the represented entity at the address most recently supplied to the agent

39

by the entity any process, notice, or demand THAT PERTAINING TO THE ENTITY WHICH is served on 1

OR RECEIVED BY the agent; 2

3

4

5

6

7

8

(2) to provide the notices required by this [act] to the entity at the address most recently

supplied to the agent by the entity;

(3) if the agent is a noncommercial registered agent, to keep current the information

required by Section 1-404(a) in the most recent registered agent filing for the entity; and

(4) if the agent is a commercial registered agent, to keep current the information listed for

it under Section 1-405(a).

SECTION 1-414. JURISDICTION AND VENUE. The appointment designation or

maintenance in this state of a registered agent does not by itself create the basis for personal

jurisdiction over the represented entity in this state. The address of the agent does not determine

venue in

9

10

11

an action or a proceeding involving the entity. 12

13

14

15

16

17

18

[PART] 5

FOREIGN ENTITIES

SECTION 1-501. GOVERNING LAW.

(a) The law of the jurisdiction of formation of an entity governs:

(1) the internal affairs of the entity;

(2) the liability that a person has as an interest holder or governor for a debt,

obligation, or other liability of the entity; [and] 19

20 (3) [the liability of a series of a series limited liability company; and

21

22

(4)] the liability of a series of a statutory trust.

(b) A foreign entity is not precluded from registering to do business in this state because

of any difference between the laws law of the entity’s jurisdiction of formation and the laws law 23

40

1 of this state.

(c) Registration of a foreign entity to do business in this state does not authorize IT THE 2

3

4

5

6

7

8

FOREIGN ENTITY to engage in any activity or exercise any power that a domestic entity of the

same type may not engage in or exercise in this state.

SECTION 1-502. REGISTRATION TO DO BUSINESS IN THIS STATE.

(a) A foreign filing entity or foreign limited liability partnership may not do business in

this state until it registers with the [Secretary of State] under this [article].

(b) A foreign filing entity or foreign limited liability partnership doing business in this

state may not maintain an action OR PROCEEDING in this state unless it is registered to do business

in this state.

9

10

11

12

(c) The failure of a foreign filing entity or foreign limited liability partnership to register

to do business in this state does not impair the validity of a contract or act of the foreign filing

entity or foreign limited liability partnership or preclude it from defending A AN ACTION OR

proceeding in this state.

13

14

(d) THE A LIMITATION ON THE liability of an interest holder or governor of a foreign filing

entity or of a partner of a foreign limited liability partnership IS GOVERNED BY THE

15

LAWS OF ITS 16

17

18

19

20

21

22

23

JURISDICTION OF FORMATION. ANY LIMITATION ON THAT LIABILITY is not waived solely because

the foreign filing entity or foreign limited liability partnership does business in this state without

registering.

(e) Section 1-501(a) and (b) applies even if a foreign entity fails to register under this

[article].

SECTION 1-503. FOREIGN REGISTRATION STATEMENT. To register to do

business in this state, a foreign filing entity or foreign limited liability partnership must deliver a

41

foreign registration statement to the [Secretary of State] for filing. The statement must BE SIGNED 1

2

3

4

5

6

7

8

BY THE ENTITY AND state:

(1) the name of the foreign filing entity or foreign limited liability partnership and, if the

name does not comply with Section 1-301, an alternate name adopted pursuant to Section 1-

506(a);

(2) the type of entity and, if it is a limited partnership, whether it is a limited liability

limited partnership;

(3) the entity’s jurisdiction of formation;

(4) the street and mailing ADDRESS ADDRESSES of the ENTITY’S principal office OF THE

FOREIGN FILING ENTIT

9

Y OR FOREIGN LIMITED LIABILITY PARTNERSHIP and, if the LAWS LAW of IT’S 10

THE ENTITY’S jurisdiction of formation require requires it THE ENTITY to maintain an office in that

jurisdiction, the street and mailing ADDRESS

11

ADDRESSES of the office; and 12

13

14

(5) the information required by Section 1-404(a).

SECTION 1-504. AMENDMENT OF FOREIGN REGISTRATION STATEMENT.

15

16

17

18

19

20

(A) A registered foreign entity registered to do business in this state shall deliver to the

[Secretary of State] for filing an amendment to its foreign registration statement if there is a

change in:

(1) the name of the entity;

(2) the type of entity, including, if it is a limited partnership, whether the entity became or

ceased to be a limited liability limited partnership;

21 (3) the ENTITY’S jurisdiction of formation;

(4) THE AN address OR ADDRESSES required by Section 1-503(4); or 22

23 (5) the information required by Section 1-404(a).

42

(B) THE REQUIREMENTS OF SECTION 1-503 FOR AN ORIGINAL FOREIGN REGISTRATION 1

STATEMENT APPLY TO AN AMENDMENT OF A FOREIGN REGISTRATION STATEMENT UNDER THIS

SECTION

2

. 3

4

5

6

SECTION 1-505. ACTIVITIES NOT CONSTITUTING DOING BUSINESS.

(a) Activities of a foreign filing entity or foreign limited liability partnership which do not

constitute doing business in this state under this [article] include:

7

8

9

10

11

12

(1) maintaining, defending, mediating, arbitrating, or settling A AN ACTION OR

proceeding;

(2) carrying on any activity concerning its internal affairs, including holding

meetings of its interest holders or governors;

(3) maintaining accounts in financial institutions;

(4) maintaining offices or agencies for the transfer, exchange, and registration of

INTERESTS IN SECURITIES OF the entity or maintaining trustees or depositories with respect to

those INTERESTS

13

SECURITIES; 14

15

16

17

18

19

(5) selling through independent contractors;

(6) soliciting or obtaining orders by any means if the orders require acceptance

outside this state before they become contracts;

(7) creating or acquiring indebtedness, mortgages, or security interests in

property;

(8) securing or collecting debts or enforcing mortgages or OTHER security interests

in property securing the debts

20

, and holding, protecting, or maintaining property so acquired; 21

22 (9) conducting an isolated transaction that is not in the course of similar

transactions; AND 23

43

(10) owning, without more, property; and 1

2 (11) doing business in interstate commerce.

3 (b) A PERSON DOES NOT DO BUSINESS IN THIS STATE SOLELY BY BEING AN INTEREST

4 HOLDER OR GOVERNOR OF A FOREIGN ENTITY THAT DOES BUSINESS IN THIS STATE.

5

6

7

8

9

10

11

(C) This section does not apply in determining the contacts or activities that may subject a

foreign filing entity or foreign limited liability partnership to service of process, taxation, or

regulation under law of this state other than this [act].

SECTION 1-506. NONCOMPLYING NAME OF FOREIGN ENTITY.

(a) A foreign filing entity or foreign limited liability partnership whose name does not

comply with Section 1-301 for an entity of its type may not register to do business in this state

until it adopts, for the purpose of doing business in this state, an alternate name that complies

with Section 1-301. A registered foreign filing entity or foreign limited liability partnership that

registers under an alternate name under this subsection need not comply with [this state’s

fictitious or

12

13

assumed or fictitious name statute]. After registering to do business in this state with

an alternate name, a

14

registered foreign filing entity or foreign limited liability partnership MAY 15

SHALL do business in this state under: 16

17

18

19

20

(1) the alternate name;

(2) its entity name, with the addition of its jurisdiction of formation clearly

identified; or

(3) an assumed or fictitious name the entity is authorized to use under [this state’s

fictitious or assumed or fictitious name statute]. 21

(b) If a registered foreign filing entity registered to do business in this state changes its

name to one that does not comply with Section 1-301, it may not do business in this state until it

22

23

44

1

2

3

4

complies with subsection (a) by amending its registration to adopt an alternate name that

complies with Section 1-301.

SECTION 1-507. WITHDRAWAL OF REGISTRATION OF REGISTERED

FOREIGN ENTITY.

(a) A registered foreign entity registered to do business in this state may withdraw its

registration by delivering a statement of withdrawal to the [Secretary of State] for filing. The

statement of withdrawal must

5

6

BE SIGNED BY THE ENTITY AND state: 7

8 (1) the name of the foreign entity and THE NAME OF the its jurisdiction under

whose law it is formed of formation; 9

10 (2) THE TYPE OF ENTITY INCLUDING, IF IT IS A LIMITED PARTNERSHIP, WHETHER IT IS

11 A LIMITED LIABILITY LIMITED PARTNERSHIP;

12

13

(3) (2) that the entity is not doing business in this state and that it withdraws its

registration to do business in this state;

(4) (3) that the entity revokes the authority of its registered agent to accept service

on its behalf

14

IN THIS STATE; and 15

16 (5) (4) an address to which service of process may be made under subsection (b).

(b) After the withdrawal of the registration of an entity, service of process in any ACTION 17

18

19

20

21

OR proceeding based on a cause of action arising during the time IT THE ENTITY was registered to

do business in this state may be made pursuant to Section 1-412.

SECTION 1-508. WITHDRAWAL DEEMED ON CONVERSION TO

DOMESTIC FILING ENTITY OR DOMESTIC LIMITED LIABILITY PARTNERSHIP.

A qualified registered foreign entity registered to do business in this state which that converts to

any type of domestic filing entity or to a domestic registered

22

limited liability partnership is 23

45

1

2

3

deemed to have withdrawn its registration on the effective date of the conversion.

SECTION 1-509. WITHDRAWAL ON DISSOLUTION OR CONVERSION TO

NONFILING ENTITY OTHER THAN LIMITED LIABILITY PARTNERSHIP.

(a) A REGISTERED foreign entity REGISTERED TO DO BUSINESS IN THIS STATE WHICH 4

5 DISSOLVES THAT HAS DISSOLVED AND COMPLETED WINDING UP or CONVERTS THAT HAS

CONVERTED to a domestic or foreign nonfiling entity other than a limited liability partnership

shall deliver a statement of withdrawal to the [Secretary of State] for filing. The statement must

6

7

BE SIGNED BY THE DISSOLVED OR CONVERTED ENTITY AND state: 8

(1) IN THE CASE OF A FOREIGN ENTITY THAT HAS COMPLETED WINDING UP: 9

(A) THE ITS name OF THE FOREIGN ENTITY and THE NAME OF THE ITS

JURISDICTION UNDER WHOSE LAW IT W

10

AS FORMED BEFORE THE DISSOLUTION OR CONVERSION OF 11

12 FORMATION; and

13 (2) THE TYPE OF ENTITY THE FOREIGN ENTITY WAS BEFORE THE DISSOLUTION OR

14 CONVERSION;

(3) (B) that the foreign entity surrenders its registration to do business in

this state AS A QUALIFIED ENTIT

15

Y; and 16

(4) (2) IF THE IN THE CASE OF A foreign entity THAT has converted to a DOMESTIC 17

18 OR foreign nonfiling entity other than a FOREIGN limited liability partnership:

(A) THE NAME OF THE CONVERTING FOREIGN ENTITY AND ITS JURISDICTION 19

20 OF FORMATION;

(B) the type of nonfiling entity to which it has converted and THE ITS 21

jurisdiction WHOSE LAWS GOVERN ITS INTERNAL AFFAIRS OF FORMATION; 22

23 (B) (C) that it SURRENDERS ITS REGISTRATION TO DO BUSINESS IN THIS

46

1 STATE AND revokes the authority of its registered agent to accept service on its behalf; and

2

3

(C) (D) a mailing address to which service of process may be made under

subsection (b).

4 (b) After THE A withdrawal IS EFFECTIVE under this section OF A FOREIGN FILING ENTITY

THAT HAS CONVERTED TO A FOREIGN NONFILING ENTITY IS EFFECTIVE, service of process in any 5

ACTION OR proceeding based on a cause of action arising during the time IT THE FOREIGN FILING 6

7 ENTITY was registered to do business in this state may be made pursuant to Section 1-412.

8 (C) AFTER THE WITHDRAWAL UNDER THIS SECTION OF A FOREIGN FILING ENTITY THAT HAS

9 CONVERTED TO A DOMESTIC NONFILING ENTITY OTHER THAN A LIMITED LIABILITY PARTNERSHIP IS

10 EFFECTIVE, SERVICE OF PROCESS MAY BE MADE ON THE NONFILING ENTITY PURSUANT TO SECTION

11

12

1-412.

SECTION 1-510. TRANSFER OF REGISTRATION.

13 (a) A If a registered foreign filing entity or foreign limited liability partnership registered

to do business in this state that merges with merges into a nonregistered foreign entity or

converts

14

converts to a foreign entity required to register with the [Secretary of State] to do

business in this state

15

, the foreign entity shall deliver to the [Secretary of State] for filing an

application for transfer of registration. The application must

16

BE SIGNED BY THE SURVIVING OR 17

18 CONVERTED ENTITY AND state:

(1) the name of the APPLICANT REGISTERED FOREIGN entity BEFORE THE MERGER 19

20

21

OR CONVERSION;

(2) the type of entity it was before the merger or conversion;

(3) the name of the APPLICANT entity INTO WHICH IT HAS MERGED OR TO WHICH IT 22

23 HAS BEEN CONVERTED, and, if the name does not comply with Section 1-301, an alternate name

47

1 adopted pursuant to Section 1-506(a);

(4) the type of entity INTO WHICH IT HAS MERGED OR TO WHICH IT HAS BEEN 2

3 CONVERTED OF THE APPLICANT ENTITY and the its jurisdiction whose law governs its internal

4 affairs of formation; and

5 (5) the following information regarding the APPLICANT entity INTO WHICH IT HAS

MERGED OR TO WHICH IT HAS BEEN CONVERTED, if different than the information for the

APPLICANT

6

FOREIGN entity BEFORE THE MERGER OR CONVERSION: 7

(A) the street and mailing ADDRESS ADDRESSES of the principal office of

the entity and, if the law of the entity’s jurisdiction of formation requires it to maintain an office

in that jurisdiction, the street and mailing ADDRESS

8

9

ADDRESSES of that office; and 10

11 (B) the name and street and mailing address of its registered agent in this

12 state information required pursuant to Section 1-404(a).

13 (b) An application for transfer of registration must be delivered to the [Secretary of State]

14 for filing and takes effect at the time provided in Section 1-203.

(c) (b) When an application for transfer of registration takes effect, the registration of the

APPLICANT

15

REGISTERED FOREIGN entity to do business in this state is transferred without

interruption to the entity into which it has merged or to which it has been converted.

16

17

18 SECTION 1-511. TERMINATION OF REGISTRATION.

(a) The [Secretary of State] may terminate the registration of a registered foreign filing

entity or foreign limited liability partnership

19

TO DO BUSINESS IN THIS STATE in the manner

provided in subsections (b) and (c) if the entity does not:

20

21

(1) pay, not later than [60 days] after the due date, any fee, tax, INTEREST, or

penalty required to be paid to the [Secretary of State] under this [article]

22

[act] or law of this state 23

48

1

2

other than this [act];

(2) deliver to the [Secretary of State] for filing, not later than [60 days] after the

due date, THE [AN annual] [A biennial] report, IF ANY, REQUIRED OF FOREIGN ENTITIES OF ITS TYPE;

or

3

4

(3) have a registered agent as required by Section 1-402; or 5

(4) deliver to the [Secretary of State] for filing a statement of change under 6

Section 1-407 not later than 30 days after a change occurs in the name or address of the entity’s 7

registered agent. 8

(b) The [Secretary of State] may terminate the registration of a registered foreign filing

entity or foreign limited liability partnership

9

, by: 10

(1) filing a notice of termination or noting the termination in the records of the

[Secretary of State]

11

; and by 12

(2) delivering a copy of the notice or the information in the notation to the entity’s

registered agent IN THIS STATE

13

, or if the entity does not have a registered agent IN THIS STATE, to

the entity’s principal office AS DESIGNATED IN

14

SECTION 1-503(4). 15

16

17

18

19

20

(c) The notice must state or the information in the notation under subsection (b) must

include:

(1) the effective date of the termination, which must be at least [60 days] after the

date the [Secretary of State] delivers the copy; and

(2) the grounds for termination under subsection (a).

21 (c) (d) The authority of a registered foreign filing entity or foreign limited liability

partnership to do business in this state ceases on the effective date of the notice of termination or 22

23 notation under subsection (b), unless before that date the entity cures each ground for termination

49

stated in the notice filed under subsection (b) or notation. If the entity cures each ground, the

[Secretary of State] shall file a record so stating.

1

2

3

4

5

6

7

8

9

[SECTION 1-512. ACTION BY [ATTORNEY GENERAL]. The [Attorney General]

may maintain an action to enjoin a foreign filing entity or foreign limited liability partnership

from doing business in this state in violation of this [act].]

[PART] 6

ADMINISTRATIVE DISSOLUTION

SECTION 1-601. GROUNDS. The [Secretary of State] may commence a proceeding

under Section 1-602 to dissolve a domestic filing entity administratively if the entity does not:

10

11

12

13

(1) pay any fee, tax, INTEREST, or penalty required to be paid to the [Secretary of State]

not later than [six months] after it is due;

(2) deliver [an annual] [a biennial] report to the [Secretary of State] not later than [six

months] after it is due; or

14

15

16

(3) have a registered agent in this state for [60] CONSECUTIVE days.

SECTION 1-602. PROCEDURE AND EFFECT.

(a) If the [Secretary of State] determines that one or more grounds exist under Section 1-

601 for ADMINISTRATIVELY dissolving a domestic filing entity, the [Secretary of State] shall

serve the entity pursuant to Section 1

17

-412 1-210 with notice in a record of the [Secretary of

State’s] determination.

18

19

20 (b) If a domestic filing entity, not later than [60] days] after service of the notice is

21

22

23

effected under Section 1-412 required by subsection (a), does not correct cure each ground for

dissolution or demonstrate to the satisfaction of the [Secretary of State] that each ground

determined by the [Secretary of State] does not exist, the [Secretary of State] shall dissolve the

50

entity administratively by signing a statement of ADMINISTRATIVE dissolution that recites the

GROUND OR

1

grounds for dissolution and its the effective date of dissolution. The [Secretary of

State] shall file THE ORIGINAL OF

2

the statement and serve a copy on the entity pursuant to Section

1

3

-412 1-210. 4

5 (c) A domestic filing entity that is dissolved administratively continues its existence as an

entity but may not carry on any business activities except as necessary to wind up its activities

and affairs

6

and liquidate its business and affairs assets in the manner provided in its organic law

or to apply for reinstatement under Section 1-603.

7

8

9

10

11

12

(d) The administrative dissolution of a domestic filing entity does not terminate the

authority of its registered agent.

SECTION 1-603. REINSTATEMENT.

(a) A domestic filing entity that is dissolved administratively under Section 1-602 may

apply to the [Secretary of State] for reinstatement [not later than [two] years after the effective 13

14

15

16

date of dissolution]. The application must BE SIGNED BY THE ENTITY AND state:

(1) the name of the entity at the time of its administrative dissolution and, if

needed, a different name that satisfies Section 1-301;

(2) the address of the principal office of the entity and the name and address of the 17

its registered agent; 18

19 (3) the effective date of the entity’s administrative dissolution; and

(4) that the grounds for dissolution EITHER did not exist or have been eliminated 20

cured. 21

(b) To be reinstated, an entity must pay all fees, taxes, INTEREST, and penalties that were

due to the [Secretary of State] at the time of its administrative dissolution and all fees, taxes, and

22

23

51

1

2

penalties that would have been due to the [Secretary of State] while the entity was dissolved

administratively.

(c) If the [Secretary of State] determines that the an application under subsection (a)

contains the information required by subsection (a), is satisfied that the information is correct,

and determines that all payments required to be made to the [Secretary of State] by subsection

(b) have been made, the [Secretary of State] shall

3

4

5

: 6

(1) cancel the statement of ADMINISTRATIVE dissolution and prepare a statement

of reinstatement that states the [Secretary of State’s] determination and the effective date of

reinstatement,

7

8

; 9

10 (2) file THE ORIGINAL OF the statement,; and

11 (3) serve a copy of the statement on the entity PURSUANT TO SECTION 1-412.

12 (d) When reinstatement under this section is effective,

(1) it relates back to and takes effect as of the effective date of the administrative

dissolution,

13

; and 14

15 (2) the domestic filing entity resumes carrying on its BUSINESS ACTIVITIES AND

16

17

18

19

20 21 22

23

24

25

AFFAIRS as if the administrative dissolution had never occurred, except for the rights of a person

arising out of an act or omission in reliance on the dissolution before the person knew or had

reason to know of the reinstatement.

Reporters’ Note

Subsection (a). A Legislative Note will discuss the policy issue of whether to limit the time within which reinstatement may be sought and, if such a time limit is imposed, what the limit should be.

SECTION 1-604. JUDICIAL REVIEW OF DENIAL OF REINSTATEMENT.

(a) If the [Secretary of State] denies a domestic filing entity’s application for

reinstatement following administrative dissolution, the [Secretary of State] shall serve the entity

52

1

2

3

PURSUANT TO SECTION 1-412 with a notice in a record that explains the REASON OR reasons for

denial.

(b) An entity may seek judicial review of denial of reinstatement in the [appropriate

court] not later than [30] days] after service of the notice of denial. 4

5

6

7

8

9

10

[PART] 7

MISCELLANEOUS PROVISIONS

SECTION 1-701. RESERVATION OF POWER TO AMEND OR REPEAL. The

[legislature of this state] has power to amend or repeal all or part of this [act] at any time, and all

domestic and foreign entities subject to this [act] are governed by the amendment or repeal.

SECTION 1-702. SUPPLEMENTAL PRINCIPLES OF LAW. Unless displaced by

particular provisions of this [act], the principles of law and equity supplement this [act]. 11

12

13

14

15

SECTION 1-703. UNIFORMITY OR CONSISTENCY OF APPLICATION AND

CONSTRUCTION. In applying and construing the [articles] of this [act] based on uniform or

model acts, consideration must be given to the need to promote uniformity or consistency of the

law with respect to its subject matter among states that enact it.

SECTION 1-704. SEVERABILITY CLAUSE. If any provision of this [act] or its 16

application to any person or circumstance is held invalid, the invalidity does not affect other 17

provisions or applications of this [act] which can be given effect without the invalid provision or 18

application, and to this end the provisions of this [act] are severable. 19

20 21

Legislative Note: Include this section only if this state lacks a general severability statute or decision by the highest court of this state stating a general rule of severability.

SECTION 1-704 1-705. RELATION TO ELECTRONIC SIGNATURES IN

GLOBAL AND NATIONAL COMMERCE ACT. This [act] modifies, limits, and

22

or

supersedes the feder

23

al Electronic Signatures in Global and National Commerce act Act, 15 24

53

1

2

3

U.S.C. Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act,

15 U.S.C. Section 7001(c), or authorize electronic delivery of any of the notices described in

Section 103(b) of that act, 15 U.S.C. Section 7003(b).

SECTION 1-705 1-706. SAVINGS CLAUSE. The repeal of a statute by this [act] does

not affect:

4

5

6

7

8

9

10

11

12

13

(1) the operation of the statute or any action taken under it before its repeal;

(2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or

incurred under the statute before its repeal;

(3) any violation of the statute or any penalty, forfeiture, or punishment incurred because

of the violation before its repeal; or

(4) any proceeding, reorganization, or dissolution commenced under the statute before its

repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with

the statute as if it had not been repealed.

SECTION 1-706 1-707. EFFECTIVE DATE. This [act] takes effect . . . 14

15 16 17

[ARTICLE] 2 ENTITY TRANSACTIONS

[ARTICLE] 3 18

BUSINESS CORPORATIONS 19 20

[ARTICLE] 4 21 NONPROFIT CORPORATIONS 22

23 [ARTICLE] 5 3 24

25 26

GENERAL PARTNERSHIPS

[ARTICLE] 6 4 27 28 29

LIMITED PARTNERSHIPS

[ARTICLE] 7 5 30 31 LIMITED LIABILITY COMPANIES

54

55

[ARTICLE] 8 6 1 2 3

LIMITED COOPERATIVE ASSOCIATIONS

[ARTICLE] 9 7 4 5 6

UNINCORPORATED NONPROFIT ASSOCIATIONS

[ARTICLE] 10 8 7 8 9

10 11 12 13 14

STATUTORY TRUST ENTITIES

[ARTICLE] 9 BUSINESS CORPORATIONS

[ARTICLE] 10

NONPROFIT CORPORATIONS